The Securities and Exchange Commission today filed a Complaint in the United States District Court for the District of Columbia against Am-Pac International, Inc. ("Am-Pac"), a Nevada corporation headquartered in Hong Kong, Thomas L. Tedrow ("Tedrow"), 50, the former president of Am-Pac, of Winter Park, Florida, and Jeffrey D. Martin ("Martin"), age 41, a former stockbroker from Orlando, Florida.

The Complaint alleges the following:

Am-Pac's annual reports for the transition period July 1, 1996 to December 31, 1996, and for 1997, were materially false and misleading because they failed to disclose that the financial statements they contained were not audited by independent accountants. Am-Pac's auditors lacked independence because they maintained certain of Am-Pac's books and records, generated Am-Pac's financial statements, then audited their own work. Am-Pac's annual reports also failed to disclose Martin's control-person status.

Am-Pac's quarterly reports for the quarters ended June 30, and September 30, 1997, also were false because they included a gain from a sham sale-leaseback transaction. Am-Pac purportedly "sold" a tavern located in Orlando, Florida known as "Headlightz," to an entity owned by Tedrow and Martin at an inflated price and "leased" it back. Am-Pac touted the gain in a press release and Commission filings.

Before they caused Am-Pac to file the false quarterly reports, Tedrow and Martin were warned by an accountant that it would be inappropriate to recognize any gain on the transaction. Attorneys representing Am-Pac likewise told Tedrow that gain recognition would be improper. However, Tedrow and Martin disregarded this and caused the false quarterly reports to be filed.

In the month after August 21, 1997, when Am-Pac issued its press release announcing second quarter results, Martin on his own behalf, and on behalf of an entity whose trading he controlled, sold 12,300 shares of Am-Pac for $40,069.50. He and the entity thereby avoided losses of $18,544.50.

Tedrow and Martin, without admitting or denying the allegations contained in the Complaint, consented to the entry of final judgments enjoining them from future violations of Sections 10(b) and 13(b)(5) of the Securities Exchange Act of 1934 ("Exchange Act") and Rules 10b-5 and 13b2-1 thereunder, and aiding and abetting violations of Sections 13(a) and 13(b)(2)(A) of the Exchange Act. Additionally, Martin consented to an injunction against future violations of Section 17(a) of the Securities Act of 1933, and to a five-year officer and director bar. Tedrow agreed to pay a civil penalty of $15,000, and Martin agreed to disgorge $18,544.50, pay prejudgment interest of $6,065.38, and to pay a penalty of $18,544.50, for a total payment of $43,154.38.

In a related matter, the Commission instituted administrative proceedings against Am-Pac to determine if the registration of its stock should be revoked. (File No. 3-10503)